A Cure For Loneliness
by Candelabra
Summary: After discussing loneliness with CC, Kallen finds herself wanting to get closer to the other woman and find out what makes her tick.  And despite herself, the more she's in CC's company, the more interested in her she gets... in more ways than one.  Yuri.


**A/N: **This was written for a prompt on the kinkmeme that asked, basically, for Season One CC and Kallen growing closer to one another after that sound episode where they discussed loneliness... and it ends in sex. I'm posting it here because even though it ends in explicit smut, it does have a little of a plot to it, and I feel slightly less uncomfortable posting explicit stuff that also features plot and storyline than I do posting explicit PWP stuff on .

So, in case I haven't been clear enough, this fic does feature some **explicit sex**. Consider yourself warned.

* * *

><p>"<em>You have no idea what it's like to be truly lonesome,"<em>she'd said. Kallen had been distracted at the time, but even so she'd taken note of how the woman had spoken – there was a quiet, wistful note in her voice, even as she tried to sound carefree.

It made Kallen wonder. Just who was this woman that kept close to Zero at all times, and – presumably – stayed in his bed?

She took to watching her whenever she showed herself – a quiet shadow who seemed to be almost constantly at Zero's side. Sometimes they spoke together, lowly, a tiny smirk often curling CC's lips. She always followed him into his quarters.

The other Black Knights didn't talk to her, even on the rare occasions when she was present while Zero was not. She would hover in the background, making no effort to interact with any of them. Tamaki suggested once in a loud whisper that she was spying on them, waiting to report any slip ups or bad talks directly to their leader.

Which was ridiculous, of course, and Kallen said as much. Why would Zero bother sending someone to spy on them? They were his loyal Knights, even if some had been hesitant in the beginning. Besides, CC was too obviously out of place to be a spy.

_"You have no idea what it's like to be truly lonesome._

What did that mean? Did she want to talk to them, even though she never showed any indication that she did? Did she long for human interaction with people aside from Zero?

"Is there a reason you're staring at me?" asked the woman one night, as Kallen, Ougi, Tamaki and a few other Black Knights all waited in the hanger of the warehouse after a successful Refrain raid.

Kallen started and flushed. " – No. I mean, I wasn't staring at you. I was just looking into the distance."

"You've been glancing at me constantly for more than a week now," said CC airily. "If you want to admit something, just say it."

Some of the recruits, distracted from Tamaki's rambling, were beginning to take notice of the exchange. Kallen shrugged, fighting down her embarrassment at getting caught. "I'm just curious," she said, "About what you said in the car that time…"

CC blinked slowly. "You want to know if I really am Zero's mistress?"

"What? I – no, that's not what I was referring to!" Oh, she was blushing, definitely blushing. How mortifying. Even if it bothered her to think that Zero might – might do _things_with this woman, that hadn't been what was occupying her thoughts all this week. "Just – if you're really feeling lonely, you could always hang out with us – well, me," she amended.

She cringed the moment she said it. It sounded ridiculous, some sort of pity offer to someone who probably didn't want or need it. Moreover, she didn't particularly want to spend time with this strange woman.

There was a silence from CC. Then, "Alright, I'm free tonight."

"Eh?" Several heads turned toward Kallen at the sound she made.

CC tilted her a little to the side, regarding her coolly. "You can take back your offer if you'd like."

"No – that is, it's fine. I – let's go for supper or – something." Kallen was distracted, getting to her feet, wanting to escape the meeting area before more attention was brought to them. She was in civilian clothes, having changed out of her uniform earlier.

"If you'd like," said CC serenely, standing as well.

Supper was pizza, on CC's insistence. It felt vaguely awkward, just the two of them together. Kallen felt like she should initiate a conversation, but she couldn't think what to say. They had nothing in common that she knew of, aside from an involvement in a highly illegal organization. Any subjects they wanted to discuss couldn't be mentioned in public.

CC didn't seem to find it awkward. She ate her pizza with relish, closing her eyes in enjoyment. She'd ordered a whole one for herself, and Kallen was vaguely amazed that she managed to stuff it all down her throat. When she was done, she eyed one of Kallen's half-finished slices, licking her fingers.

Kallen hurriedly finished her pieces, and gulped down a little water. "Do you always eat so much?"

Finally, a question for her to ask that wouldn't result in too much information being revealed… although it was unfortunate that it was such an impolite one.

"Always," said CC as she cleaned her hands with a napkin. Her eyes were unsettling in the dim light of the restaurant.

"Oh," said Kallen. "You must have a very good metabolism."

"Very good," agreed CC. "You'll get the bill?"

"I'll get my half," said Kallen, startled.

CC sighed. "Why did you ask me out if you weren't going to pay? I don't have anything to pay with."

"Why accept if you couldn't pay?" countered Kallen, beginning to get annoyed. "And I didn't 'ask you out' or anything weird like that, I just offered to go to a restaurant with you."

"Is that so? Perhaps you should make your intentions more clear, then…"

Kallen had almost started berating her for being a freeloader when the waiter returned to their table. "All done, Misses?" he asked.

"Yes, we'll take the bill now," said CC smoothly. She looked across at Kallen, who nodded. When it arrived, CC leaned back against the chair and stared out the window. Kallen, after glaring at her for a few minutes, weighed the benefits and risks of starting a shouting match in the middle of a relatively well-to-do Britannian restaurant and grudgingly pulled out her credit card. There were some benefits to being the daughter of a wealthy nobleman, after all.

"That was nice," CC told her outside the restaurant. Her breath frosted in the winter air, yet she wore her coat casually, hands bare. Kallen, shivering in her heavy coat and mitts, felt hugely clunky next to her. It was unfair how unconsciously graceful and beautiful the woman was.

"You're welcome," grouched Kallen. CC gave her a little smirk and walked off into the night, giving her a little wave as she went.

_That's the last time I try that,_thought Kallen.

But a week later, she was still trying to puzzle out that strange woman's existence. Kallen watched her almost constantly now, noting how she stood next to Zero, the way she twirled her hair, her flat golden gaze. The way her hair fell, and how she looked so sleek next to him, slender and pretty. Her breasts were smaller than Kallen's, her hips wider. One time, Kallen caught herself wondering if CC wore a bra most of the time, or if she just went commando so that Zero might have easier access to her breasts when they needed to move quickly.

The feeling that shot through her wasn't the jealousy she was used to when wondering about CC and Zero's relationship. Her eyes went wide and she quickly thought of something else.

One day, after putting the Guren through its paces, Kallen noticed that CC was waiting for her by the hangar door. After clearing things up with Rakshata, Kallen went over to her. "Did you need something?" she asked, unable to stop herself from wondering excitedly if Zero had requested her presence.

"No," said CC. "Let's go out."

"What?"

"Zero thinks I treated you unjustly last time. He says I have to make it up to you," explained CC, bored. She held out a few bills, equal to the amount Kallen had spent last time.

"Oh!" said Kallen. She felt pleasantly warm at the thought that Zero had cared enough about her welfare to berate his mistress for freeloading off her. "Um, that's – that's very kind of him."

CC raised her eyebrows, but if she had planned to say something snarky in response she thought better of it. "I know a place near here that's quite good," she said, and Kallen hurriedly went to go change.

It wasn't far, so they walked. The wind blew through Kallen's jacket and she shivered, stuffing her hands farther into her pockets. She'd forgotten her gloves today. CC, as usual, walked along beside her, perfectly at ease. Her long, pale hands seemed unaffected by the cold – she even had her coat only partially done up.

Kallen had a sudden vision of CC walking through Zero's quarters in a shirt only half-way buttoned and little else. She bit her lip and shook her head. _It's just jealousy,_ she thought to herself, _I'm angry to think she might walk around like that for Zero._

Although she couldn't honestly tell herself that she would want to parade around Zero while only half-dressed. She'd die of embarrassment.

"We're here," said CC blandly. It was another pizza place, much less fancy than the one they'd been at before. They were still in the ghettos, and the server gave them an odd look – two apparent Britannians strolling into an Eleven restaurant. CC ignored the look and placed her order.

The silence was less uncomfortable this time, somehow. CC spent the bulk of the money on her own food, as it was much cheaper than before and Kallen's appetite had not increased. Kallen was, quite frankly, impressed. She'd always thought she'd had a rather healthy appetite herself – her step-mother called her a pig for it – but CC was something else. And she was still so slender, her body shaped perfectly with wide, sexy hips and small, perky breasts…

Kallen glanced down at her food, trying to focus on that instead.

"So, Kallen," said CC lazily. "What sort of questions would you like to ask me about our illustrious leader?"

Kallen jerked. She glanced around fearfully – there were no patrons close by, the Japanese customers giving the two supposed Britannians a wide berth – but even in the ghetto one had to be careful of what they said about Zero and the Black Knights.

CC was watching her, waiting for a reply.

"Nothing," Kallen finally said. When CC didn't look convinced, she added, "I'm more interested in you right now."

CC's eyebrows rose very high on her forehead, and Kallen gasped as the implications of that came to her. "I mean – you're a very mysterious person, you know?"

"I am," said CC, looking vaguely amused. Then she leaned in close, capturing Kallen's hand with hers. "And I'm flattered by your attentions, Ms. Stadtfeld." Her voice was low and close, and Kallen swallowed, feeling suddenly shivery. She made herself wonder how CC knew that surname, right until she realized that of course Zero knew it and of course he must have shared it.

She felt like a little fool. She said nothing as CC paid the bill, and still nothing as they exited the building. It was only as they walked back to the warehouse through the snow that Kallen spoke. "Aren't you cold?"

CC shrugged, twirled in a flurry of fat snowflakes. "I don't get cold much," she said, and Kallen filed that little piece of information along with everything else she knew of this woman.

Kallen thought that might be the end of it, but in the ensuing weeks she found herself in CC's company more and more often. It was never for very long – sometimes just a few minutes after Knightmare training or before a meeting, and the other woman was an annoyingly difficult conversation partner, but despite the irritation she caused, Kallen found her… intriguing.

It was quite annoying, actually. Sometimes Kallen would catch herself wondering what CC was doing while she was in class, or realize she was concerned for CC's safety during refrain raids – which was actually pretty ridiculous, as CC never came with them on the raids. It probably wasn't part of her job description as Zero's bed-warmer.

The other Black Knights still never made any attempt to involve CC with them. Even the ones in Zero's inner circle tended to ignore her most of the time. They, for the most part, couldn't understand Kallen's sudden interest in associating with her –although Tamaki once suggested loudly that Kallen was trying to get tips from CC on how to get into Zero's bed. As Kallen hotly denied it, flushing red as the other members chuckled, CC spoke up from the shadow she'd been partially concealed in.

"On the contrary, I think you'd be more interested in that," she said mildly, and everyone roared with laughter as Tamaki spluttered and raged. For once she wasn't offended at the reference to her status as Zero's mistress – or was she? Kallen watched her, noticing that her smirk seemed a little cruel, her gaze a little irritated. It was strange that she always got angry when people said she was Zero's bed-mate – could that mean she wanted to be something more than just his mistress?

CC glanced over at her, caught her looking, and Kallen looked away, her cheeks still red. The smirk became something a little more like a smile.

As the snows melted and spring arrived, Tamaki began making sounds about hot springs. Zero refused his request to rent out a hot springs for the private usage of the Black Knights. But when he left for 'other business', as he so often did, Tamaki began talking up some other members about it.

"Quit being idiotic," Kallen told him tiredly as she passed the group.

"Hey! This is a good idea, alright? We need something to boost morale, get the old energy going again. Who's with me?" There was a little chorus of agreement from the fresh recruits he'd been speaking to.

"Using what money?" demanded Kallen. "We need to keep that stuff for important things, not spend it all on leisure activities! Besides, do you know how dangerous that would be, having so many members of the Black Knights all in one location?"

"Ahh it'll be okay. It's just you and me and some newbies, we won't take any of the higher ups. It'll be fun! Zero, ol' buddy, he won't mind it at all."

"Of course he'll mind – " Wait. "_Me?_What do I have to do with this? I'm not taking part."

"But you have to!" wheedled Tamaki. "Someone needs to look out for the girl recruits, and Inoue won't do it."

"That's because it's a stupid idea and you're not going to follow through with this at all, because no one's going to give you the finances."

"I will," came a new voice, and they both turned in surprise to see CC standing there.

"See, even Zero's whore thinks this is a great idea!" said Tamaki gleefully, heedless of the flat glare CC was levelling at him.

Kallen frowned at her. "It's way too dangerous."

"I agree," said CC easily. "If it's such a large group. Just you and me, it's not so bad."

"Ehh?"

"Hey! I was the one that planned this! I should come!" There was a chorus of similar sentiments from the new recruits.

"Brats," said CC, surveying them coolly. "Do something of use before you slack off."

Which Kallen thought was rather rich, since as far as she could see CC's chief purpose in being here was to serve as an occasional pleasant distraction from Zero.

In the end CC managed to persuade her to come along to the hot springs, alone. Tamaki complained and the new recruits grumbled, but a sharp talking to from Ougi, of all people, took care of that.

Kallen found herself getting more and more nervous as the train neared the hot springs. Japan had been overtaken by Britannia, but certain luxuries, like hot springs, had been considered appealing enough to keep. These particular ones were even still run by the Japanese – well, Honorary Britannians – though with strict restrictions on earnings.

Many hot springs had, with accordance to Britannian sensibilities and prudery, become stricter with their clothing guidelines. People were usually required to wear bathing suits when they attended. But these particular hot springs were marketed as providing a 'taste of old Japan' to the predominantly Britannian customers, and though they didn't go so far as to allow both sexes into the same pool, they had no such restrictions on clothing. Kallen still brought along her swimsuit – as a child, she had happily jumped naked into the waters, and run around looking for towels and clothes, chasing her brother in the nude. Nowadays, and particularly on today, of all days, with CC, of all people, she preferred to preserve some of her modesty.

CC hadn't brought anything with her, though. Not even, Kallen realized at the door, any money – despite her generous offer to pay the bill. Fuming, Kallen paid the entrance fee and then ducked into a private change room. Ordinarily she wasn't quite as shy about her body, but in front of CC she wanted to hide.

She came out into deserted hot springs, shivering in the cold spring air. It was a quiet time of the day, during the week, so she wasn't surprised to see no one else here. She felt momentarily guilty for skipping school for this, but only momentarily.

She walked briskly into the pool, rubbing her arms as the heat enveloped her. And then she sat on the stone ledge and leaned back against the wall, sighing with contentment. She'd needed this, she really had.

She opened her eyes when she heard someone else entering the pool. CC walked slowly toward her through the water, hair carefully done up to avoid getting wet. She was, as Kallen had suspected – feared – hoped – completely naked.

Kallen looked away awkwardly as the woman came up next to her and sat down, trying not to glance down through the water at her. Was she hairless down - _there_- or was that a trick of the light?

"This is nice," she said after a long pause.

"Mm. It's important to get in a proper amount of relaxation," said CC seriously. She sighed and leaned back, hands behind her head. Her breasts rose out of the water, nipples perked despite the steam.

Kallen realized she was staring and looked away again, head turned almost entirely away from CC. She was blushing.

"I hadn't pegged you for such a prude," CC said. "Considering the outfits you wear."

Kallen straightened. "Excuse me?" she said, voice sharp. "Are you trying to imply something about my clothing?"

There was a ripple-splash of water as CC presumably shrugged. "It's very revealing a lot of the time, that's all."

"At least I don't go around in a strait jacket all the time, displaying my bondage fetish for the world."

"Oh, you have a bondage fetish?" said CC. "That explains some things, I guess."

"No – " Kallen sputtered. She turned around, infuriated. "I'm talking about _you_– and I'm not a prude!"

"Then why are you so bothered by this?" asked CC, gesturing to her breasts. As if Kallen needed an excuse to look at them. They looked so – soft.

"Unless," said CC, voice low as she leaned closer to Kallen, "You're not bothered so much as – interested?"

Kallen swallowed and glanced away again, heart racing. "I don't know what you're talking about," she said roughly. CC was standing now; she was too close, her face too near to Kallen's.

"You can touch them, if you want," she said quietly. Kallen shook her head, face burning.

"That's alright," she said, voice unexpectedly loud. "I'm not interested in – that sort of thing."

"I think you're lying."

Kallen squeezed her eyes shut and shook her head again, desperately denying it.

"It's alright," said CC, lips to Kallen's ear. Oh, she was practically straddling Kallen now. Her voice was gentle. "There's nothing wrong with wanting to look, wanting to touch."

Something, some barrier or force of habit broke in Kallen. With CC here with her, naked, practically sitting in her lap – she wanted to see. She wanted to touch.

Kallen turned her face back to CC's. She raised a hand and – touched her, touched her breast. It was soft, and when she ran her palm over the nipple, CC sighed and tilted her head on one side and settled more properly in Kallen's lap.

And Kallen didn't know what to do, but suddenly she wanted to kiss this strange, beautiful, lonely woman, so she did. Her first kiss, sloppy but earnest, and she wondered if CC thought she was pathetic even as she eagerly returned it.

Kallen slid her arms around CC's back, pulling her closer. CC's hands were behind Kallen's back, expertly unsnapping her swimsuit, and there was a swooping sensation in Kallen's stomach as CC pushed the straps down to reveal her own breasts.

CC pulled back from the kiss, smiling, and Kallen was panting – not out of exertion, out of anticipation and nervousness – and CC leaned forward, pressing her breasts against Kallen's, winding her arms around Kallen's neck to pull her into a kiss again –

And there were sounds, of laughter and conversation, coming from the doorway of the change rooms. CC turned to them and Kallen immediately fixed her top piece, snapping it into place and shying back from CC as four Britannian women came into the pool.

Kallen was standing, hoping no one would think her red face was from embarrassment. CC, the damn woman, didn't look flustered at all. Just a little disappointed.

The train ride back was a quiet, awkward affair. CC spent the whole time looking out the window, expression completely unconcerned. Kallen looked out, too, trying to act casual and ignore the clamouring of her thoughts – _what was that? What happens now? Does Zero know his mistress – likes girls?_

Did this mean that _Kallen_liked girls?

She flinched and drew in a sharp breath, holding her arms close to her body. The thought was somehow more frightening than piloting a Knightmare in the middle of vicious battle.

"I'll see you around," said CC as they got off at their stop. She twiddled her fingers at Kallen in a lazy wave, and disappeared into the crowd. Kallen swallowed and nodded, even though she'd already left, and went home in a daze.

For a while after that she succeeded very well at avoiding looking at CC. Meetings and raids went off without a hitch, and she found the time to go to school and enjoy it. School was a safe place – she never felt like touching Shirley or looking at Nina's breasts. Milly's occasional gropes didn't make her uncomfortable beyond a little shock and embarrassment.

They were her friends. They had none of the enigmatic loveliness of that woman.

Things went well for a few weeks after the hot springs incident, until CC cornered Kallen after a short meeting.

"Zero knows about the hot springs," she told her, and Kallen froze, horrified at the thought that her beloved leader knew she had kissed and fondled his mistress. CC went on, unfazed. "So he said I'd better make it up to you. Go to the Riviera motel tomorrow night and ask for room eleven."

Kallen gaped at her. "You – he - _You told him?_" she hissed, barely even noticing CC's instructions.

CC blinked. "He says I'm a bad influence, coercing you into spending your money on things you don't want to do."

What did that mean? She hadn't told Zero after all? This was just – the same as last time, paying her back monetarily.

"Tomorrow night at 7 pm, the Riviera. Room eleven," repeated CC and Kallen nodded, reciting the instructions automatically. CC was away and down the hall before she'd fully processed what they meant.

She agonized over it all the night and the next day, barely able to concentrate in class. At last, she begged off early due to sickness. She noticed Lelouch giving her an odd look as she left. Bloody hypocrite, he was away just as often as she.

Once she got home she agonized over what she should do. She could just not go, leave CC up in that room waiting for her as a little 'fuck you' sort of reply. But that was hardly fair. It wasn't like CC had really… _done_anything to her. She'd just said that it was okay…

Damn her. Damn her. Kallen generally prided herself on not messing around with romance or sex, preferring instead to focus on more important things. True, those important things often revolved around Zero, these days, but – spending days and weeks thinking about CC and wondering and agonizing over her? This was getting ridiculous.

She'd just about made up her mind to leave CC there and stay home watching boring soap operas with her step mother when the unpleasant vision of CC waiting and waiting, all alone, came to her mind.

_"You have no idea what it's like to be truly lonesome,"_she'd said. Was she really lonely, even with Zero?

If CC liked girls, maybe she didn't like men at all. Maybe she got nothing out of whatever she had with Zero. Or maybe the Black Knights had misread their relationship all along.

At five minutes to seven, Kallen made her way into the foyer of the Riviera motel. She had showered just before she left, and put on a matching bra and panty set – just in case – and a simple, pretty little dress that was a bit too warm for mid-spring.

She practically shouted the room number at the receptionist, nerves too tightly strung. As she ascended the stairs, she took deep breaths. She hoped she wasn't blushing already.

She halted before the room door, hesitating before she knocked. It wasn't completely too late to back out now – she could still leave, just run off and maybe head to some night club and rock out like an ordinary badly behaved teenager. Not possibly hook up with the current most wanted terrorist's apparent mistress.

All these things she considered, and then she knocked. There was a brief period of silence as Kallen was struck with a new terrifying thought – what if _she'd_ been the one set up, what if _CC_had planned to abandon her here?

Then the door opened.

CC was wearing a bathrobe. Kallen couldn't tell if there was anything underneath, the way she had it wrapped around her body.

"Oh good," said the woman airily. "Right on time."

She held up a few DVDs – ordinary ones, not pornos, to Kallen's surprise. "Pick one," she said.

Kallen, dumbfounded, pointed at what looked like a thriller action movie. CC smiled and popped it into the DVD player the hotel had provided.

It seemed her idea of monetary payback was a movie night out in a hotel, with various gourmet snacks ordered up from the restaurant. Kallen tried to focus on the movie, but the plot was boring and the fight sequences uninspired. She couldn't keep herself from glancing at CC every so often and trying to figure out what, if anything, she had on under that bathrobe.

Once the movie was ended, lay back on the bed, staring up at the ceiling. Kallen looked down on her, frowning.

"So now what?" she asked.

CC shrugged. "You can go home, if you want."

Not sure if she was more annoyed or embarrassed, Kallen snapped. "So that's it? A shitty movie while lounging around a hotel room?"

CC turned her head slowly to look at her. "Or you can stay, if you'd like." She untied the cord of her bathrobe with deft fingers and pulled it open. She _was_wearing something beneath it – a short, silk shift. It rode up high on her thighs, and Kallen could just make out the outline of her nipples.

Kallen swallowed. It felt like this ought to be some big decision, like she was teetering on the brink of going one way or staying on another. But she'd already decided, really, when she decided to come here.

She crawled over to straddle CC, and after looking down at her for a moment bent to kiss her, a rough press of her lips to the other woman's. CC responded, slipping a tongue between her lips and raising her hands to her hair, pulling her close. Teaching her how to do it properly. Kallen flushed in embarrassment, wishing she wasn't so obviously inexperienced, but – she supposed there were worse ways to learn how to kiss.

When she did at last pull back, panting a little, CC had her eyes closed. She looked beautiful and serene and – her hands were slipping down Kallen's back, down under her shirt. She was unsnapping Kallen's bra.

Kallen shifted her weight to one hand, shifting the other to touch CC's breast through the slip. The nipple was hard when Kallen brushed her fingers against it. She wanted to feel more.

CC was slipping her bra off over her shoulders now, pulling down the straps of her dress. Kallen let her, helped her even to slide the clothing away. She started to pull up the dress again as the bra was discarded, covering herself properly, but CC stopped her. She tugged the neckline down again, revealing both breasts, and as Kallen hovered over her, feeling uncertain but curious, she leaned up to lick one of her nipples.

"Oh!" said Kallen as it sent a spark of pleasure through her. CC, now propped up on an elbow, licked it again, and then kissed it, and then finally took it into her mouth and sucked. Kallen shivered, fingers curling against the bedspread. Her hips canted forward unconsciously. "Haah – aahh, stop it," she managed, and CC pulled back.

"Is there a problem?" she asked. Her face was very close to Kallen's, close enough that when she licked her lips her tongue brushed against Kallen's mouth.

Kallen shook her head. She didn't want to say that it felt _too_good, that she was a little afraid of how quickly CC could make her lose herself to pleasure. Kouzuki Kallen was afraid of nothing.

"Are you – wearing anything under that?" she asked instead, nodding her head at the slip. CC smiled slowly.

"Why don't you find out?" she offered. She raised her hips from the bed and Kallen moved to pull up the skirt. It seemed CC wasn't wearing anything after all – and that what Kallen had thought at the hot springs was true. CC was completely hairless down there.

As Kallen hesitated, CC spread her legs a little and took hold of one of her hands. Kallen snatched it away, and then, blushing, touched CC of her own volition. She rubbed her fingers against the slit, feeling the wetness, and then with a confidence she didn't actually feel pushed between the folds.

The slippery feel of the other woman was familiar but strange – at this different angle, it took her a moment to find the clitoris. When she finally did brush against that swollen little nub, CC let out a pleased sigh and her hips jerked a little. Kallen shifted her hand so that she could rub against it with her fingertip, and glanced up at her face.

CC's eyes were shut and there was a pleased little smile on her lips. Her cheeks were only the littlest bit flushed. She looked very composed, even as she moved against Kallen's fingers with obvious pleasure.

Kallen felt anything but composed, with her red face and her bare breasts. She kept wanting to fidget, to rub one leg against the other – she was very wet.

"Uncomfortable?" said CC, eyes open now.

"It's fine," said Kallen roughly, renewing her attentions on CC. She pushed one finger down, feeling for… ah, there. She pushed it inside and CC clutched at the bedspread, raising her hips up.

"Ah," said CC, and Kallen was gratified to know she was having an effect on her. "You know, this was supposed to be me paying you back, not the other way around."

Kallen halted, surprised and a little offended. "Am I that bad?"

"Mm, not at all," said CC, taking Kallen's wrist and pulling her hand away. "Come up here."

Kallen obeyed, more out of curiosity than anything else. Now they were the same as before, her straddling CC with her hands on either side of her head.

CC scooted down a little, hands slipping up under Kallen's skirt. She touched Kallen's panties, and Kallen grit her teeth, refusing to let her body move. It was ridiculous how sensitive she was.

"I thought so," said CC, satisfied. Long, elegant fingers took hold of her panties and began pulling them down. Kallen raised her hips to help her, and at last reached down to tug them the rest of the way off, tossing them onto the floor.

CC's hand was back again, slipping between her folds and quickly finding her clitoris. Kallen's control wavered and her breath hitched as she moved into the touch. It was… so very different, to have someone other than herself touching that place.

At last she gave in, shutting her eyes and thrusting shallowly against CC's hand. When CC slipped a finger inside of her, she groaned quietly. And she was still rubbing her clitoris with the other hand… Kallen panted, bearing down on those fingers, shivering at every rub and push in or out. She had never felt more obscene, fucking herself on another girl's fingers, breasts bare and jiggling with every movement, face red and sweaty.

She threw her head back as she felt herself approaching orgasm. "Ah, ah, ah – " That was really embarrassing, but fuck it, it felt so _good_- "Oh – oh, I'm going to – haah…"

She came with a long, voiced sigh, body shuddering, face contorting with pleasure. That was probably the most intense orgasm she'd ever had. She felt like curling up in a puddle… but as CC removed her fingers she opened her eyes and looked down on her.

"Um… should I…?"

CC raised her eyebrows at her.

"Look, do you want me to do something for you?"

"I would appreciate it," admitted CC.

"Well – what?"

"Lick me."

Kallen was confused for a moment – and then she got it.

"You mean – down _there_?" she said incredulously. The thought of putting her tongue to CC's – the thought of licking her, _tasting_her –

"Mm… you've heard of cunnilingus, haven't you?" said CC lazily, spreading her legs wider and raising her knees.

"Well – " Kallen sputtered. It wasn't ignorance, it was just – embarrassment. But CC _had_just given her the nicest orgasm she'd ever had.

CC's face began to take on a teasing expression and Kallen, annoyed, leaned down and kissed her mound. Then she hesitated, and with some trepidation licked her slit. She could taste CC – not a bad taste, really.

There was a huff of annoyance from above, and then CC reached down and pulled her labia apart so that Kallen could see her clitoris, red and stiff. Kallen pushed her face in closer and licked carefully up the place CC was displaying for her, the tip of her tongue flicking off CC's clit. The thighs on either side of her head trembled and CC's hips jerked.

Kallen licked again, and again, enjoying the unconscious responses of CC's body. And then she managed to slide a finger into her, and then she closed her mouth around the clitoris and sucked briefly – and CC let out a loud gasp, her hips moving suddenly, her body clenching in spasms around Kallen's finger.

Kallen pulled away, breathing hard. She wiped her face and looked down at CC.

"So…" she said. She still felt drowsy, and she didn't particularly feel like carrying on right now. But neither did she want to leave.

"So," said CC. She sat up suddenly, forcing Kallen to scramble back. She looked perfectly composed again, with only a little redness in her cheeks as residue from the exertion.

"The room's rented for the night," she said.

"Oh."

"But you're free to leave, if you want."

After only a second's consideration, Kallen shook her head. CC gave her a slow, genuine smile, and began crawling under the covers. Kallen, after pulling her dress back up, followed her under them, not even bothering with her underwear. CC clapped her hands and the lights went out.

It felt very intimate, lying next to a woman she had just – had sex with, or done sexual things with, at any rate, still wet and knowing that she must be, too, and neither of them wearing any underwear to speak of. The thought sent a lazy thread of arousal through Kallen, but she was far too sleepy to want to pursue it. And, apparently, with her head facing away and body motionless beneath the covers, so was CC.

* * *

><p>CC woke to the sound of Kallen's soft snoring – much lighter and more feminine than Lelouch's. She gazed at her awhile, contemplating her.<p>

It was strange, how uncertain and embarrassed she was about sex considering how unafraid she was in the battlefield. Perhaps it came with being a nobleman's daughter.

Marianne had been much different. Even when she was unsure of herself she managed to act with a convincing surety, and she was never embarrassed by sex. In some ways, though, it was more satisfying to be with a partner who was less confident, who fumbled and couldn't control her reactions.

Kallen's hand was close to CC's, and CC took it, feeling it gently. Marianne had had such hands, callused from the grip of a Knightmare's controls. And she'd had such arms, smooth but, she knew, hard muscled and powerful…

CC had reached Kallen's shoulder by the time Kallen finally awoke. Thankfully, she didn't jerk away or make a fuss, just blinked at her.

"What are you doing?" she asked.

"Examining you," replied CC, and Kallen rolled her eyes and shut them. But she didn't tug her arm out of CC's grip.

CC thought she was going to go back to sleep, but instead she said, "What happened earlier... do you do that sort of thing with Zero?"

"Would you be jealous if I said yes?"

Kallen's jaw flexed but she didn't reply. CC smirked to herself, wondering if the jealousy would be for Zero or for CC.

"The answer is no," she said. "I already told you, I'm not an important person to him."

Kallen was too tired to make her sigh of relief less obvious. "CC," she said as CC slipped her hands down Kallen's chest to rub lightly at her nipples. "Why are you lonely?"

CC paused. "Why does it matter?"

Kallen didn't say anything, and CC took that as a cue to continue, pulling her closer. Kallen wiggled into a slightly more comfortable position, and leaned her head back, welcoming the contact.

"Because," she said at last as CC slid a hand under her dress to cup her breast. "It's… sad." She let out a little squeaking gasp as CC tweaked her nipple and slid another hand up between her legs.

"Mm…" she said as CC's fingers entered her. It was slower now, less movement – but Kallen moaned like she hadn't before, low and long, and whimpered, and gasped, like she didn't care about embarrassing herself. CC found she preferred that, even though her attempts before to hide everything had been rather cute.

By the time she had brought Kallen to orgasm again, the question was forgotten, and Kallen dozed off again into sleep.

CC stayed awake awhile longer, watching her and thinking.


End file.
